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In force since 2026-10-01, as the publisher states.
Copy read on 2026-11-08. The page it was read from
Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.
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No one has proposed a change to this act yet.
A winding up in the case of which a directors’ statutory declaration under section 89 has been made is a “members’ voluntary winding up”; and a winding up in the case of which such a declaration has not been made is a “creditors’ voluntary winding up”.
Propose a change(1) In a members’ voluntary winding up, the company in general meeting shall appoint one or more liquidators for the purpose of winding up the company’s affairs and distributing its assets. (2) On the appointment of a liquidator all the powers of the directors cease, except so far as the company in general meeting or the liquidator sanctions their continuance.
Propose a change(1) If a vacancy occurs by death resignation or otherwise in the office of liquidator appointed by the company, the company in general meeting may, subject to any arrangement with its creditors, fill the vacancy. (2) For that purpose a general meeting may be convened by any contributory or, if there were more liquidators than one, by the continuing liquidators. (3) The meeting shall be held in manner provided by this Act or by the articles, or in such manner as may, on application by any contributory or by the continuing liquidators, be determined by the court.
Propose a change(1) Subject to section 96, ... the liquidator must— (a) for each prescribed period produce a progress report relating to the prescribed matters; and (b) within such period commencing with the end of the period referred to in paragraph (a) as may be prescribed send a copy of the progress report to— (i) the members of the company; and (ii) such other persons as may be prescribed. (2) A liquidator who fails to comply with this section is liable to a fine.
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Propose a change(1) As soon as the company's affairs are fully wound up the liquidator must make up an account of the winding up, showing how it has been conducted and the company's property has been disposed of. (2) The liquidator must send a copy of the account to the members of the company before the end of the period of 14 days beginning with the day on which the account is made up. (3) The liquidator must send a copy of the account to the registrar of companies before the end of that period (but not before sending it to the members of the company). (4) If the liquidator does not comply with subsection (2) the liquidator is liable to a fine. (5) If the liquidator does not comply with subsection (3) the liquidator is liable to a fine and, for continued contravention, a daily default fine.
Propose a change(1) This section applies where the liquidator is of the opinion that the company will be unable to pay its debts in full (together with interest at the official rate) within the period stated in the directors’ declaration under section 89. (1A) The liquidator must before the end of the period of 7 days beginning with the day after the day on which the liquidator formed that opinion— (a) make out a statement in the prescribed form as to the affairs of the company, and (b) send it to the company's creditors. (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4) The statement as to the affairs of the company . . . shall show— (a) particulars of the company’s assets, debts and liabilities; (b) the names and addresses of the company’s creditors; (c) the securities held by them respectively; (d) the dates when the securities were respectively given; and (e) such further or other information as may be prescribed. (4A) The statement as to the affairs of the company shall be ...— (a) in the case of a winding up of a company registered in England and Wales be verified by the liquidator, by a statement of truth; and (b) in the case of a winding up of a company registered in Scotland, contain a statutory declaration by the liquidator. (4B) The company's creditors may in accordance with the rules nominate a person to be liquidator. (4C) The liquidator must in accordance with the rules seek such a nomination from the company's creditors. (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8) If the liquidator without reasonable excuse fails to comply with subsections (1) to (4A), he is liable to a fine.
Propose a change(1) The winding up becomes a creditors' voluntary winding up as from the day on which— (a) the company's creditors under section 95 nominate a person to be liquidator, or (b) the procedure by which the company's creditors were to have made such a nomination concludes without a nomination having been made. (2) As from that day this Act has effect as if the directors' declaration under section 89 had not been made. (3) The liquidator in the creditors' voluntary winding up is to be the person nominated by the company's creditors under section 95 or, where no person has been so nominated, the existing liquidator. (4) In the case of the creditors nominating a person other than the existing liquidator any director, member or creditor of the company may, within 7 days after the date on which the nomination was made by the creditors, apply to the court for an order either— (a) directing that the existing liquidator is to be liquidator instead of or jointly with the person nominated by the creditors, or (b) appointing some other person to be liquidator instead of the person nominated by the creditors. (4A) The court shall grant an application under subsection (4) made by the holder of a qualifying floating charge in respect of the company's property (within the meaning of paragraph 14 of Schedule B1) unless the court thinks it right to refuse the application because of the particular circumstances of the case. (5) The “existing liquidator” is the person who is liquidator immediately before the winding up becomes a creditors' voluntary winding up.
Propose a change(1) Subject as follows, this Chapter applies in relation to a creditors’ voluntary winding up. (2) Sections 99 and 100 do not apply where, under section 96 in Chapter III, a members’ voluntary winding up has become a creditors’ voluntary winding up.
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Propose a change(1) The directors of the company must, before the end of the period of 7 days beginning with the day after the day on which the company passes a resolution for voluntary winding up— (a) make out a statement in the prescribed form as to the affairs of the company, and (b) send the statement to the company's creditors. (2) The statement as to the affairs of the company . . . shall show— (a) particulars of the company’s assets, debts and liabilities; (b) the names and addresses of the company’s creditors; (c) the securities held by them respectively; (d) the dates when the securities were respectively given; and (e) such further or other information as may be prescribed. (2A) The statement as to the affairs of the company shall be verified by some or all of the directors— (a) in the case of a winding up of a company registered in England and Wales, be verified by some or all of the directors by a statement of truth; and (b) in the case of a winding up of a company registered in Scotland, by affidavit contain a statutory declaration by some or all of the directors. (3) If the directors without reasonable excuse fail to comply with subsection (1), (2) or (2A), they are guilty of an offence and liable to a fine.
Propose a change(1) The company may nominate a person to be liquidator at the company meeting at which the resolution for voluntary winding up is passed. (1A) The company's creditors may in accordance with the rules nominate a person to be liquidator. (1B) The directors of the company must in accordance with the rules seek such a nomination from the company's creditors. (2) The liquidator shall be the person nominated by the creditors or, where no person has been so nominated, the person (if any) nominated by the company. (3) In the case of different persons being nominated, any director, member or creditor of the company may, within 7 days after the date on which the nomination was made by the creditors, apply to the court for an order either— (a) directing that the person nominated as liquidator by the company shall be liquidator instead of or jointly with the person nominated by the creditors, or (b) appointing some other person to be liquidator instead of the person nominated by the creditors.
Propose a change(1) The creditors may in accordance with the rules appoint a committee (“the liquidation committee”) of not more than 5 persons to exercise the functions conferred on it by or under this Act. (2) If such a committee is appointed, the company may, either at the meeting at which the resolution for voluntary winding up is passed or at any time subsequently in general meeting, appoint such number of persons as they think fit to act as members of the committee, not exceeding 5. (3) However, the creditors may, if they think fit, decide that all or any of the persons so appointed by the company ought not to be members of the liquidation committee; and if the creditors so decide— (a) those persons are not then, unless the court otherwise directs, qualified to act as members of the committee; and (b) on any application to the court under this provision the court may, if it thinks fit, appoint other persons to act as such members in place of those persons. (4) In Scotland, the liquidation committee has, in addition to the powers and duties conferred and imposed on it by this Act, such of the powers and duties of commissioners on a bankrupt estate as may be conferred and imposed on liquidation committees by the rules.
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Propose a changeOn the appointment of a liquidator, all the powers of the directors cease, except so far as the liquidation committee (or, if there is no such committee, the creditors) sanction their continuance.
Propose a changeIf a vacancy occurs, by death, resignation or otherwise, in the office of a liquidator (other than a liquidator appointed by, or by the direction of, the court), the creditors may fill the vacancy.
Propose a change(1) The liquidator must— (a) for each prescribed period produce a progress report relating to the prescribed matters; and (b) within such period commencing with the end of the period referred to in paragraph (a) as may be prescribed send a copy of the progress report to— (i) the members and creditors , other than opted-out creditors of the company; and (ii) such other persons as may be prescribed. (2) A liquidator who fails to comply with this section is liable to a fine.
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Propose a change(1) As soon as the company's affairs are fully wound up the liquidator must make up an account of the winding up, showing how it has been conducted and the company's property has been disposed of. (2) The liquidator must, before the end of the period of 14 days beginning with the day on which the account is made up— (a) send a copy of the account to the company's members, (b) send a copy of the account to the company's creditors (other than opted-out creditors), and (c) give the company's creditors (other than opted-out creditors) a notice explaining the effect of section 173(2)(e) and how they may object to the liquidator's release. (3) The liquidator must during the relevant period send to the registrar of companies— (a) a copy of the account, and (b) a statement of whether any of the company's creditors objected to the liquidator's release. (4) The relevant period is the period of 7 days beginning with the day after the last day of the period prescribed by the rules as the period within which the creditors may object to the liquidator's release. (4A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5) If the liquidator does not comply with subsection (2) the liquidator is liable to a fine. (6) If the liquidator does not comply with subsection (3) the liquidator is liable to a fine and, for continued contravention, a daily default fine.
Propose a changeSubject to the provisions of this Act as to preferential payments, the company’s property in a voluntary winding up shall on the winding up be applied in satisfaction of the company’s liabilities pari passu and, subject to that application, shall (unless the articles otherwise provide) be distributed among the members according to their rights and interests in the company.
Propose a change(1) If from any cause whatever there is not liquidator acting, the court may appoint a liquidator. (2) The court may, on cause shown, remove a liquidator and appoint another.
Propose a change(1) The liquidator shall, within 14 days after his appointment, publish in the Gazette and deliver to the registrar of companies for registration a notice of his appointment in the form prescribed by statutory instrument made by the Secretary of State. (2) If the liquidator fails to comply with this section, he is liable to a fine and, for continued contravention, to a daily default fine.
Propose a change(1) This section applies, in the case of a company proposed to be, or being, wound up voluntarily, where the whole or part of the company’s business or property is proposed to be transferred or sold (a) to another company (“the transferee company"), whether or not the latter is a company registered under the Companies Act 2006 , or (b) to a limited liability partnership (the “transferee limited liability partnership"). (2) With the requisite sanction, the liquidator of the company being, or proposed to be, wound up (“the transferor company") may receive, in compensation or part compensation for the transfer or sale— (a) in the case of the transferee company, shares, policies or other like interests in the transferee company for distribution among the members of the transferor company, or (b) in the case of the transferee limited liability partnership, membership in the transferee limited liability partnership for distribution among the members of the transferor company. (3) The sanction requisite under subsection (2) is— (a) in the case of a members’ voluntary winding up, that of a special resolution of the company, conferring either a general authority on the liquidator or an authority in respect of any particular arrangement, and (b) in the case of a creditors’ voluntary winding up, that of either the court or the liquidation committee. (4) Alternatively to subsection (2), the liquidator may (with that sanction) enter into any other arrangement whereby the members of the transferor company may— (a) in the case of the transferee company, in lieu of receiving cash, shares, policies or other like interests (or in addition thereto) participate in the profits of, or receive any other benefit from, the transferee company, or (b) in the case of the transferee limited liability partnership, in lieu of receiving cash or membership (or in addition thereto), participate in some other way in the profits of, or receive any other benefit from, the transferee limited liability partnership. (5) A sale or arrangement in pursuance of this section is binding on members of the transferor company. (6) A special resolution is not invalid for purposes of this section by reason that it is passed before or concurrently with a resolution for voluntary winding up or for appointing liquidators; but, if an order is made within a year for winding up the company by the court, the special resolution is not valid unless sanctioned by the court.
Propose a change(1) This section applies in the case of a voluntary winding up where, for the purposes of section 110(2) or (4), there has been passed a special resolution of the transferor company providing the sanction requisite for the liquidator under that section. (2) If a member of the transferor company who did not vote in favour of the special resolution expresses his dissent from it in writing, addressed to the liquidator and left at the company’s registered office within 7 days after the passing of the resolution, he may require the liquidator either to abstain from carrying the resolution into effect or to purchase his interest at a price to be determined by agreement or by arbitration under this section. (3) If the liquidator elects to purchase the member’s interest, the purchase money must be paid before the company is dissolved and be raised by the liquidator in such manner as may be determined by special resolution. (4) For purposes of an arbitration under this section, the provisions of the Companies Clauses Consolidation Act 1845 or, in the case of a winding up in Scotland, the Companies Clauses Consolidation (Scotland) Act 1845 with respect to the settlement of disputes by arbitration are incorporated with this Act, and— (a) in the construction of those provisions this Act is deemed the special Act and “the company” means the transferor company, and (b) any appointment by the incorporated provisions directed to be made under the hand of the secretary or any two of the directors may be made in writing by the liquidator (or, if there is more than one liquidator, then any two or more of them).
Propose a change(1) The liquidator or any contributory or creditor may apply to the court to determine any question arising in the winding up of a company, or to exercise, as respects the enforcing of calls or any other matter, all or any of the powers which the court might exercise if the company were being wound up by the court. (2) The court, if satisfied that the determination of the question or the required exercise of power will be just and beneficial, may accede wholly or partially to the application on such terms and conditions as it thinks fit, or may make such other order on the application as it thinks just. (3) A copy of an order made by virtue of this section staying the proceedings in the winding up shall forthwith be forwarded by the company, or otherwise as may be prescribed, to the registrar of companies, who shall enter it in his records relating to the company.
Propose a changeIf the court, on the application of the liquidator in the winding up of a company registered in Scotland, so directs, no action or proceeding shall be proceeded with or commenced against the company except by leave of the court and subject to such terms as the court may impose.
Propose a change(1) This section applies where, in the case of a voluntary winding up, no liquidator has been appointed or nominated by the company. (2) The powers of the directors shall not be exercised, except with the sanction of the court or (in the case of a creditors’ voluntary winding up) so far as may be necessary to secure compliance with sections ... 99 (statement of affairs) and 100(1B) (nomination of liquidator by creditors), during the period before the appointment or nomination of a liquidator of the company. (3) Subsection (2) does not apply in relation to the powers of the directors— (a) to dispose of perishable goods and other goods the value of which is likely to diminish if they are not immediately disposed of, and (b) to do all such other things as may be necessary for the protection of the company’s assets. (4) If the directors of the company without reasonable excuse fail to comply with this section, they are liable to a fine.
Propose a changeAfter the payment of any liabilities to which section 174A applies, all expenses properly incurred in the winding up, including the remuneration of the liquidator, are payable out of the company’s assets in priority to all other claims.
Propose a changeThe voluntary winding up of a company does not bar the right of any creditor or contributory to have it wound up by the court; but in the case of an application by a contributory the court must be satisfied that the rights of the contributories will be prejudiced by a voluntary winding up.
Propose a change(1) The High Court has jurisdiction to wind up any company registered in England and Wales. (2) Where in the case of a company registered in England and Wales the amount of its share capital paid up or credited as paid up does not exceed £120,000, then (subject to this section) the county court ... has concurrent jurisdiction with the High Court to wind up the company. (2A) Despite subsection (2), proceedings for the exercise of the jurisdiction to wind up a company registered in England and Wales may be commenced only in the High Court if the place which has longest been the company’s registered office during the 6 months immediately preceding the presentation of the petition for winding up is in the district that is the London insolvency district for the purposes of the second Group of Parts of this Act. (3) The money sum for the time being specified in subsection (2) is subject to increase or reduction by order under section 416 in Part XV. (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5) Every court in England and Wales having winding-up jurisdiction has for the purposes of that jurisdiction all the powers of the High Court; and every prescribed officer of the court shall perform any duties which an officer of the High Court may discharge by order of a judge of that court or otherwise in relation to winding up. (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8) The Lord Chief Justice may nominate a judicial office holder (as defined in section 109(4) of the Constitutional Reform Act 2005) to exercise his functions under this section.
Propose a change(1) Nothing in section 117 invalidates a proceeding by reason of its being taken in the wrong court. (2) The winding up of a company by the court in England and Wales, or any proceedings in the winding up, may be retained in the court in which the proceedings were commenced, although it may not be the court in which they ought to have been commenced.
Propose a change(1) If any question arises in any winding-up proceedings in a county court which all the parties to the proceedings, or which one of them and the judge of the court, desire to have determined in the first instance in the High Court, the judge shall state the facts in the form of a special case for the opinion of the High Court. (2) Thereupon the special case and the proceedings (or such of them as may be required) shall be transmitted to the High Court for the purposes of the determination.
Propose a change(1) The Court of Session has jurisdiction to wind up any company registered in Scotland. (2) When the Court of Session is in vacation, the jurisdiction conferred on that court by this section may (subject to the provisions of this Part) be exercised by the judge acting as vacation judge in pursuance of section 4 of the Admnistration of Justice (Scotland) Act 1933. (3) Where the amount of a company’s share capital paid up or credited as paid up does not exceed £120,000, the sheriff court of the sheriffdom in which the company’s registered office is situated has concurrent jurisdiction with the Court of Session to wind up the company; but— (a) the Court of Session may, if it thinks expedient having regard to the amount of the company’s assets to do so— (i) remit to a sheriff court any petition presented to the Court of Session for winding up such a company, or (ii) require such a petition presented to a sheriff court to be remitted to the Court of Session; and (b) the Court of Session may require any such petition as above mentioned presented to one sheriff court to be remitted to another sheriff court; and (c) in a winding up in the sheriff court the sheriff may submit a stated case for the opinion of the Court of Session on any question of law arising in that winding up. (4) For purposes of this section, the expression “registered office” means the place which has longest been the company’s registered office during the 6 months immediately preceding the presentation of the petition for winding up. (5) The money sum for the time being specified in subsection (3) is subject to increase or reduction by order under section 416 in Part XV. (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Propose a change(1) The Court of Session may, by Act of Sederunt, make provision for the taking of proceedings in a winding up before one of the Lords Ordinary; and, where provision is so made, the Lord Ordinary has, for the purposes of the winding up all the powers and jurisdiction of the court. (2) However, the Lord Ordinary may report to the Inner House any matter which may arise in the course of a winding up.
Propose a change(1) A company may be wound up by the court if— (a) the company has by special resolution resolved that the company be wound up by the court, (b) being a public company which was registered as such on its original incorporation, the company has not been issued with a trading certificate under section 761 of the Companies Act 2006 (requirement as to minimum share capital) and more than a year has expired since it was so registered, (c) it is an old public company, within the meaning of the Schedule 3 to the Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009, (d) the company does not commence its business within a year from its incorporation or suspends its business for a whole year; (e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (f) the company is unable to pay its debts, (fa) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (g) the court is of the opinion that it is just and equitable that the company should be wound up. (2) In Scotland, a company which the Court of Session has jurisdiction to wind up may be wound up by the Court if there is subsisting a floating charge over property comprised in the company’s property and undertaking, and the court is satisfied that the security of the creditor entitled to the benefit of the floating charge is in jeopardy. For this purpose a creditor’s security is deemed to be in jeopardy if the Court is satisfied that events have occurred or are about to occur which render it unreasonable in the creditor’s interests that the company should retain power to dispose of the property which is subject to the floating charge.
Propose a change(1) A company is deemed unable to pay its debts— (a) if a creditor (by assignment or otherwise) to whom the company is indebted in a sum exceeding £750 then due has served on the company, by leaving it at the company’s registered office, a written demand (in the prescribed form) requiring the company to pay the sum so due and the company has for 3 weeks thereafter neglected to pay the sum or to secure or compound for it to the reasonable satisfaction of the creditor, or (b) if, in England and Wales, execution or other process issued on a judgment, decree or order of any court in favour of a creditor of the company is returned unsatisfied in whole or in part, or (c) if, in Scotland, the induciae of a charge for payment on an extract decree, or an extract registered bond, or an extract registered protest, have expired without payment being made, or (d) if, in Northern Ireland, a certificate of unenforceability has been granted in respect of a judgment against the company, or (e) if it is proved to the satisfaction of the court that the company is unable to pay its debts as they fall due. (2) A company is also deemed unable to pay its debts if it is proved to the satisfaction of the court that the value of the company’s assets is less than the amount of its liabilities, taking into account its contingent and prospective liabilities. (3) The money sum for the time being specified in subsection (1)(a) is subject to increase or reduction by order under section 416 in Part XV.
Propose a change(1) Subject to the provisions of this section, an application to the court for the winding up of a company shall be by petition presented either by the company, or the directors, or by any creditor or creditors (including any contingent or prospective creditor or creditors), contributory or contributories, ... or by the designated officer for a magistrates' court in the exercise of the power conferred by section 87A of the Magistrates’ Courts Act 1980 (enforcement of fines imposed on companies), or by all or any of those parties, together or separately. (2) Except as mentioned below, a contributory is not entitled to present a winding-up petition unless either— (a) the number of members is reduced below 2, or (b) the shares in respect of which he is a contributory, or some of them, either were originally allotted to him, or have been held by him, and registered in his name, for at least 6 months during the 18 months before the commencement of the winding up, or have devolved on him through the death of a former holder. (3) A person who is liable under section 76 to contribute to a company’s assets in the event of its being wound up may petition on either of the grounds set out in section 122(1)(f) and (g), and subsection (2) above does not then apply; but unless the person is a contributory otherwise than under section 76, he may not in his character as contributory petition on any other ground. . . . (3A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4) A winding-up petition may be presented by the Secretary of State— (a) if the ground of the petition is that in section 122(1)(b) or (c), or (b) in a case falling within section 124A or 124B below. (4AA) A winding up petition may be presented by the Financial Conduct Authority in a case falling within section 124C(1) or (2). (4A) A winding-up petition may be presented by the Regulator of Community Interest Companies in a case falling within section 50 of the Companies (Audit, Investigations and Community Enterprise) Act 2004. (5) Where a company is being wound up voluntarily in England and Wales, a winding-up petition may be presented by the official receiver attached to the court as well as by any other person authorised in that behalf under the other provisions of this section; but the court shall not make a winding-up order on the petition unless it is satisfied that the voluntary winding up cannot be continued with due regard to the interests of the creditors or contributories.
Propose a change(1) Where it appears to the Secretary of State from— (a) any report made or information obtained under Part XIV (except section 448A) of the Companies Act 1985 (company investigations, &c.), (b) any report made by inspectors under— (i) section 167, 168, 169 or 284 of the Financial Services and Markets Act 2000, or (ii) where the company is an open-ended investment company (within the meaning of that Act), regulations made as a result of section 262(2)(k) of that Act; (bb) any information or documents obtained under section 165, 171, 172, 173 or 175 of that Act, (c) any information obtained under section 2 of the Criminal Justice Act 1987 or section 28 of the Criminal Law (Consolidation) (Scotland) Act 1995 (fraud investigations), or (d) any information obtained under section 83 of the Companies Act 1989 (powers exercisable for purpose of assisting overseas regulatory authorities), that it is expedient in the public interest that a company should be wound up, he may present a petition for it to be wound up if the court thinks it just and equitable for it to be so. (2) This section does not apply if the company is already being wound up by the court.
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